Funding Announcement
30 June 2010
Parallel Media Group Plc
("PMG" or the "Group")
Extension of Loan Agreements and Issue of Shares
Extension of Loan Agreements
The Group is pleased to announce that it has agreed with the holders of certain
loan agreements (the "Loan Agreements") to extend the redemption date of 1 July
2010 by two and a half years to 31 December 2012. In consideration for
extending the Loan Agreements, the holders will receive a payment equal to the
aggregate of the interest to 31 December 2012 at 8 per cent. per annum and 10
per cent. of the principal (the "Extension Payment"). The Extension Payment is
payable in cash at the end of the period or in shares, at 0.25p per share, at
the Group's option at any time during the period, subject to receiving
shareholder approval and the granting of a waiver of Rule 9 of the City Code on
Takeovers and Mergers. The principal due under the Loan Agreements as at 1 July
2010 is £1.7m, in aggregate, and the value of the Extension Payment is £0.5m.
The Group is in discussions as to the extension or repayment of a further £0.61m
of loans, including the interest due thereon, which are also due for repayment
on 1 July 2010.
The Group is currently in advanced discussions with a potential major overseas
investor with regard to a significant injection of capital. The proposals,
which will require the approval of shareholders in a general meeting, include
the conversion of the Loan Agreements into equity which, together with the cash
injection, would transform the Group's balance sheet and leave it well funded
to exploit a number of opportunities, particularly in the Far East. Whilst
there is no guarantee that these discussions will be successful, the Group
believes that it will be in a position to post the necessary circular to
shareholders within in the next few weeks.
Issue of Shares
In accordance with the Loan Agreements and other similar facilities, the terms
of which were agreed in October 2008 and set out in a circular to the Group's
shareholders at that time, the Group has today issued 447,075,493 new ordinary
shares of 0.01p each at 0.25p per share to the holders of the Loan Agreements
and other lenders in respect of the redemption premium (the "Redemption
Shares"). The Group has also issued a further 84,675,578 new ordinary shares of
0.01p each at 0.25p per share in respect of the interest due on those loans
(the "Interest Shares").
The Redemption Shares and the Interest Shares will rank pari passu with the
existing ordinary shares in issue and will represent 53.2 per cent., in
aggregate, of the Enlarged Shares Capital.
Application has been made for admission to trading on AIM for the Redemption
Shares and the Interest Shares and it is expected that trading in the
Redemptions Shares will become effective and dealings will commence at 8.00am
on 5 July 2010.
Following this issue of shares, the Group will have an issued share capital of
998,823,664 ordinary shares of 0.1p each (the "Enlarged Share Capital"). As the
Group does not hold any ordinary shares in Treasury its total number of voting
rights equals its capital. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in the
Company under the FSA's Disclosure and Transparency Rules.
Directors' Interests
Following the issue of the Redemption Shares and the Interest Shares, the
interests of David Ciclitira, Chairman of the Group, will be as follows:
Name Number of New Total Percentage of Outstanding
Redemption Interest in Enlarged Share Options
Shares and Ordinary Shares Capital
Interest Shares
being issued
David Ciclitira 295,413,844 360,077,844 33.8% 9,885,750
Of David Ciclitira interest, 39,088,000 shares are held directly and the
remainder are held by Barclays Wealth Trustees Limited, Luna Trading Limited
and Elysian Group Limited.
The granting of a waiver of Rule 9 of the City Code on Takeovers and Mergers in
respect of the increase in David Ciclitira's holding was approved by the
Company's shareholders at the general meeting on 24 October 2008.
Related Party Transaction
Barclays Wealth Trustees are a connected party to David Ciclitira and are party
to the extension of the Loan Agreements and as such the agreement is deemed to
be a related party transaction.
Where a company whose shares are quoted on AIM enters into a related party
transaction, the directors independent to the transaction are required to
consider, having consulted with the Company's nominated adviser, that the terms
of the transaction are fair and reasonable insofar as its shareholders are
concerned.
The Independent Directors, having consulted with Astaire, the Company's
nominated adviser, consider that the terms of the related party transaction
with Barclays Wealth Trustees are fair and reasonable insofar as Shareholders
are concerned.
For more information please contact:
Stewart Mison / Martin Doherty Parallel Media Group Plc +44 (0) 20 7225 2000
Antony Legge / Stuart Lane Astaire Securities Plc +44 (0) 20 7492 4750
Alex Giacchetti Bishopsgate Communications +44 (0) 20 7562 3350
www.parallelmediagroup.com